On October 2, 2025, Justice Patel of the New York County Commercial Division issued a decision in Hopkins Hawley LLC v. Yarrow Two LLC, 2025 NY Slip Op. 33745(U), holding that a an LLC lacked standing to sue when it had failed to publish its articles of organization and file the proof of publication, explaining:
Plaintiff lacks standing to bring this suit because it failed to comply with Limited Liability Company Law § 206, which requires an LLC to publish its articles of organization and file proof of said publication through a certificate filed with the Department of State. Failure to comply with these requirements precludes a limited liability company from maintaining any action or special proceeding in New York. Plaintiff concedes that it had not complied with this statutory requirement at the time it commenced this suit, but argues that it has since cured this deficiency.
In One Stone Lending LLC v. Alta Operations, LLC, 2020 NY Slip Op 30722, at 3–4 (Sup Ct, NY County 2020), the court determined that it could not ignore the purpose of Limited Liability Law § 206 and [would] not permit a plaintiff to maintain a case where it failed to comply with the publication requirements when the case began. This Court agrees that such technical and procedural requirements cannot be disregarded because Plaintiff later decides to rectify its error and only after Defendants identified Plaintiff’s failure to comply. Accordingly, the Court determines that the Complaint is dismissed pursuant to CPLR 3211(a)(3).
(Internal quotations and citations omitted).